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Debt
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Debt

6. Debt

Mortgage Debt

 

The following table contains summary information concerning the mortgage debt of the Company as of March 31, 2019 (dollars in thousands):

 

Operating Properties

 

Type

 

Term (months)

 

 

Outstanding

Principal (1)

 

 

Interest Rate (2)

 

 

Maturity Date

Arbors on Forest Ridge

(3)

Floating

 

 

84

 

 

$

13,130

 

 

4.17%

 

 

7/1/2024

Cutter's Point

(3)

Floating

 

 

84

 

 

 

16,640

 

 

4.17%

 

 

7/1/2024

Eagle Crest

(3)

Floating

 

 

84

 

 

 

29,510

 

 

4.17%

 

 

7/1/2024

Silverbrook

(3)

Floating

 

 

84

 

 

 

30,590

 

 

4.17%

 

 

7/1/2024

Edgewater at Sandy Springs

(3)

Floating

 

 

84

 

 

 

52,000

 

 

4.17%

 

 

7/1/2024

Beechwood Terrace

(3)

Floating

 

 

84

 

 

 

23,365

 

 

3.93%

 

 

9/1/2025

Willow Grove

(3)

Floating

 

 

84

 

 

 

14,818

 

 

4.27%

 

 

7/1/2024

Woodbridge

(3)

Floating

 

 

84

 

 

 

13,677

 

 

4.27%

 

 

7/1/2024

The Summit at Sabal Park

(3)

Floating

 

 

84

 

 

 

13,560

 

 

4.11%

 

 

7/1/2024

Courtney Cove

(3)

Floating

 

 

84

 

 

 

13,680

 

 

4.11%

 

 

7/1/2024

The Preserve at Terrell Mill

(3)

Floating

 

 

84

 

 

 

42,480

 

 

4.11%

 

 

7/1/2024

The Ashlar

(3)

Floating

 

 

84

 

 

 

14,520

 

 

4.11%

 

 

7/1/2024

Heatherstone

(3)

Floating

 

 

84

 

 

 

8,880

 

 

4.11%

 

 

7/1/2024

Versailles

(3)

Floating

 

 

84

 

 

 

23,880

 

 

4.11%

 

 

7/1/2024

Seasons 704 Apartments

(3)

Floating

 

 

84

 

 

 

17,460

 

 

4.11%

 

 

7/1/2024

Madera Point

(3)

Floating

 

 

84

 

 

 

15,150

 

 

4.11%

 

 

7/1/2024

The Pointe at the Foothills

(3)

Floating

 

 

84

 

 

 

34,800

 

 

4.11%

 

 

7/1/2024

Venue at 8651

(3)

Floating

 

 

84

 

 

 

13,734

 

 

4.27%

 

 

7/1/2024

The Colonnade

(3)

Floating

 

 

84

 

 

 

28,093

 

 

4.17%

 

 

7/1/2024

Old Farm

(3)

Floating

 

 

84

 

 

 

52,886

 

 

4.17%

 

 

7/1/2024

Stone Creek at Old Farm

(3)

Floating

 

 

84

 

 

 

15,274

 

 

4.17%

 

 

7/1/2024

Timber Creek

(3)

Floating

 

 

84

 

 

 

24,100

 

 

3.75%

 

 

10/1/2025

Radbourne Lake

(3)

Floating

 

 

84

 

 

 

20,000

 

 

3.78%

 

 

10/1/2025

Sabal Palm at Lake Buena Vista

(3)

Floating

 

 

84

 

 

 

42,100

 

 

3.79%

 

 

9/1/2025

Abbington Heights

(3)

Floating

 

 

84

 

 

 

16,920

 

 

3.74%

 

 

9/1/2025

Belmont at Duck Creek

(3)

Floating

 

 

84

 

 

 

17,760

 

 

3.88%

 

 

6/1/2025

Cornerstone

(4)

Fixed

 

 

120

 

 

 

22,112

 

 

4.24%

 

 

3/1/2023

Parc500

(5)

Fixed

 

 

120

 

 

 

15,416

 

 

4.49%

 

 

8/1/2025

Hollister Place

(3)

Floating

 

 

84

 

 

 

14,811

 

 

3.83%

 

 

10/1/2025

Rockledge Apartments

(3)

Floating

 

 

84

 

 

 

68,100

 

 

4.06%

 

 

7/1/2024

Atera Apartments

(3)

Floating

 

 

84

 

 

 

29,500

 

 

3.97%

 

 

11/1/2024

Cedar Pointe

(6)

Floating

 

 

84

 

 

 

17,300

 

 

3.84%

 

 

9/1/2025

Crestmont Reserve

(3)

Floating

 

 

84

 

 

 

12,061

 

 

3.67%

 

 

10/1/2025

Brandywine I & II

(3)

Floating

 

 

84

 

 

 

43,835

 

 

3.67%

 

 

10/1/2025

Bella Vista

(7)

Floating

 

 

84

 

 

 

29,040

 

 

3.81%

 

 

2/1/2026

The Enclave

(7)

Floating

 

 

84

 

 

 

25,322

 

 

3.81%

 

 

2/1/2026

The Heritage

(7)

Floating

 

 

84

 

 

 

24,625

 

 

3.81%

 

 

2/1/2026

 

 

 

 

 

 

 

 

$

911,129

 

 

 

 

 

 

 

Fair market value adjustment

 

 

 

 

 

 

 

 

608

 

(8)

 

 

 

 

 

Deferred financing costs, net of accumulated amortization of $2,154

 

 

 

 

 

 

 

 

(8,594

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

903,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held For Sale Property

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Southpoint Reserve at Stoney Creek

(3)

Floating

 

 

84

 

 

 

13,334

 

 

4.60%

 

 

1/1/2022

Deferred financing costs, net of accumulated amortization of $100

 

 

 

 

 

 

 

 

(65

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

13,269

 

 

 

 

 

 

 

 

(1)

Mortgage debt that is non-recourse to the Company and encumbers the multifamily properties.

(2)

Interest rate is based on one-month LIBOR plus an applicable margin, except for fixed rate mortgage debt. One-month LIBOR as of March 31, 2019 was 2.4945%.

(3)

Loan can be pre-paid in the first 12 months of the term in certain circumstances at par plus 5.00%. Starting in the 13th month of the term through the 81st month of the term, the loan can be pre-paid at par plus 1.00% of the unpaid principal balance and at par during the last three months of the term.

(4)

Debt in the amount of $18.0 million was assumed upon acquisition of this property and recorded at approximated fair value. The assumed debt carries a 4.09% fixed rate, was originally issued in March 2013, and had a term of 120 months with an initial 24 months of interest only. At the time of acquisition, the principal balance of the first mortgage remained unchanged and had a remaining term of 98 months with 2 months of interest only. The first mortgage is pre-payable and subject to yield maintenance from the 13th month through August 31, 2022 and is pre-payable at par September 1, 2022 until maturity. Concurrently with the acquisition of the property, the Company placed a supplemental second mortgage on the property with a principal amount of approximately $5.8 million, a fixed rate of 4.70%, and with a maturity date that is the same time as the first mortgage. The supplemental second mortgage is pre-payable and subject to yield maintenance from the date of issuance through August 31, 2022 and is pre-payable at par September 1, 2022 until maturity. As of March 31, 2019, the total indebtedness secured by the property had a blended interest rate of 4.24%.

(5)

Debt was assumed upon acquisition of this property and recorded at approximated fair value. The loan is open to pre-payment in the last four months of the term.

(6)

Loan can be pre-paid in the first 12 months of the term in certain circumstances at par plus 5.00%.  Starting in the 13th month of the term through the 81st month of the term, the loan can be pre-paid at par plus 1.00% of the unpaid principal balance and at par during the last three months of the term.  The EAT that directly owned Cedar Pointe was consolidated as a VIE at December 31, 2018.  The master lease agreement with the EAT that directly owned Cedar Pointe terminated on February 20, 2019, at which time legal title to Cedar Pointe transferred to the Company.  Upon the transfer of title, the entity that directly owns Cedar Pointe was no longer considered a VIE.

(7)

Loan can be pre-paid in the first 12 months of the term in certain circumstances at par plus 5.00%. Starting in the 13th month of the term through the 81st month of the term, the loan can be pre-paid at par plus 1.00% of the unpaid principal balance and at par during the last three months of the term. The EAT that directly owned Bella Vista, The Enclave and The Heritage was consolidated as a VIE at March 31, 2019. Legal title will transfer to the Company upon completion of the reverse 1031 Exchange or July 27, 2019, whichever comes first. Upon the transfer of title, the EAT that directly owned these properties will no longer be considered a VIE.

(8)

The Company reflected a valuation adjustment on its fixed rate debt for Parc500 to adjust it to fair market value on the date of acquisition for the difference between the fair value and the assumed principal amount of debt. The difference is amortized into interest expense over the remaining term of the mortgage.

The weighted average interest rate of the Company’s mortgage indebtedness was 4.04% as of March 31, 2019 and 4.07% as of December 31, 2018. The decrease between the periods is primarily related to a decrease in one-month LIBOR of approximately 1 basis points to 2.4945% as of March 31, 2019 from 2.5027% as of December 31, 2018. As of March 31, 2019, the adjusted weighted average interest rate of the Company’s mortgage indebtedness was 3.22%. For purposes of calculating the adjusted weighted average interest rate of the outstanding mortgage indebtedness, the Company has included the weighted average fixed rate of 1.3388% for one-month LIBOR on its combined $650.0 million notional amount of interest rate swap agreements, which effectively fix the interest rate on $650.0 million of the Company’s floating rate mortgage indebtedness (see Note 7).

Each of the Company’s mortgages is a non-recourse obligation subject to customary provisions. The loan agreements contain customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained in the documents evidencing the loan, defaults in payments under any other security instrument covering any part of the property, whether junior or senior to the loan, and bankruptcy or other insolvency events. As of March 31, 2019, the Company believes it is in compliance with all provisions.

Freddie Mac Multifamily Green Advantage. In order to obtain more favorable pricing on the Company’s mortgage debt financing with Freddie Mac, the Company has decided to participate in Freddie Mac’s new Multifamily Green Advantage program (the “Green Program”). In the second quarter of 2017, the Company escrowed approximately $4.2 million to finance smarter, greener property improvements at 18 of its properties. In connection with the three acquisitions and seven refinancings the Company completed in 2018, the Company escrowed approximately $1.2 million related to the Green Program.  In connection with the three purchases in 2019, the Company escrowed approximately $0.5 million related to the Green Program.

Credit Facility

The following table contains summary information concerning the Company’s credit facility as of March 31, 2019 (dollars in thousands):

 

 

 

Type

 

Term (months)

 

 

Outstanding

Principal

 

 

Interest Rate (1)

 

 

Maturity Date

$75 Million Credit Facility

 

Floating

 

 

24

 

 

$

52,500

 

 

4.74%

 

 

1/28/2021

Deferred financing costs, net of accumulated amortization of $54

 

 

 

 

 

 

 

 

(590

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

51,910

 

 

 

 

 

 

 

 

(1)

Interest rate is based on one-month LIBOR plus an applicable margin.  One-month LIBOR as of March 31, 2019 was 2.4945%.

$75 Million Credit Facility. On January 28, 2019, the Company, through the OP, entered into a $75.0 million credit facility (the “$75 Million Credit Facility”) with SunTrust Bank, as administrative agent and the lenders party thereto, and immediately drew $52.5 million to fund a portion of the purchase price of Bella Vista, The Enclave, and The Heritage. The $75 Million Credit Facility is a full-term, interest-only facility with an initial 24-month term, has one 12-month extension option, bears interest at a rate of one-month LIBOR plus a range from 2.00% to 2.50%, depending on the Company’s leverage level as determined under the credit facility agreement, and is guaranteed by the Company.

Deferred Financing Costs

The Company defers costs incurred in obtaining financing and amortizes the costs over the terms of the related loans using the straight-line method, which approximates the effective interest method. Deferred financing costs, net of amortization, are recorded as a reduction from the related debt on the Company’s consolidated balance sheets. Upon repayment of or in conjunction with a material change in the terms of the underlying debt agreement (i.e. a 10% or greater difference in the cash flows between instruments), any unamortized costs and fair market value adjustments related to the original debt are charged to loss on extinguishment of debt and modification costs. For the three months ended March 31, 2019 and 2018, the Company wrote-off deferred financing costs of approximately $0.0 million and $0.4 million, respectively, which is included in loss on extinguishment of debt and modification costs on the consolidated statements of operations and comprehensive income. For the three months ended March 31, 2019 and 2018, amortization of deferred financing costs of approximately $0.4 million and $0.4 million, respectively, is included in interest expense on the consolidated statements of operations and comprehensive income.

Loss on Extinguishment of Debt and Modification Costs

Loss on extinguishment of debt and modification costs includes prepayment penalties and defeasance costs incurred on the early repayment of debt, costs incurred in a debt modification that are not capitalized as deferred financing costs and other costs incurred in a debt extinguishment.

Schedule of Debt Maturities

The aggregate scheduled maturities, including amortizing principal payments, of total debt for the next five calendar years subsequent to March 31, 2019 are as follows (in thousands):

 

 

Operating

Properties

 

 

Held For Sale

Property

 

 

Credit Facility

 

Total

 

2019

 

$

535

 

 

$

163

 

 

 

 

$

698

 

2020

 

 

744

 

 

 

239

 

 

 

 

 

983

 

2021

 

 

782

 

 

 

258

 

 

 

52,500

 

 

53,540

 

2022

 

 

817

 

 

 

12,674

 

 

 

 

 

13,491

 

2023

 

 

20,598

 

 

 

 

 

 

 

 

20,598

 

Thereafter

 

 

887,653

 

 

 

 

 

 

 

 

887,653

 

Total

 

$

911,129

 

 

$

13,334

 

 

$

52,500

 

$

976,963